Item 7.01. Regulation FD Disclosure.
On November 9, 2020, the Antitrust Division of the United States Department of
Justice (the "DOJ") granted early termination of the HSR waiting period for Uber
Technologies, Inc.'s ("Uber's") acquisition of Postmates Inc. ("Postmates"). We
now expect to close this transaction in the fourth quarter of 2020, subject to
the approval of Postmates stockholders and other customary closing conditions.
On November 6, 2020, the Company sent a letter to the DOJ indicating that,
subject to and upon the closing of the transaction, Uber will waive exclusivity
provisions between Postmates and approximately 800 restaurants in certain
geographic areas across the United States and, for a period of six months after
closing, Uber will not enter into exclusivity agreements with those restaurants.
The details are outlined in the attached letter to the DOJ.
The information set forth under this Item 7.01 and in the accompanying Exhibit
99.1 is being furnished and shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general incorporation language
in such filing, except as otherwise expressly stated in such filing..
This Form 8-K contains forward-looking statements regarding our future business
expectations which involve risks and uncertainties. Actual results may differ
materially from the results predicted, and reported results should not be
considered as an indication of future performance. Forward-looking statements
include all statements that are not historical facts and can be identified by
terms such as "anticipate," "expect," "will," or "would" or similar expressions
and the negatives of those terms. Forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause our actual
results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking
statements. These risks, uncertainties and other factors relate to, among
others: risks and uncertainties related to our pending acquisition of Postmates,
including the costs, expenses or difficulties related to the acquisition of
Postmates, including the integration of the Postmates' business; failure to
realize the expected benefits and synergies of the proposed transaction in the
expected timeframes or at all; the potential impact of the announcement,
pendency or consummation of the proposed transaction on relationships with our
and Postmates' employees, customers, suppliers and other business partners; the
risk of litigation or regulatory actions to us and Postmates; inability to
retain key personnel; changes in legislation or government regulations affecting
us or Postmates; and economic, financial, social or political conditions that
could adversely affect us, Postmates or the proposed transaction; developments
in the COVID-19 pandemic and the resulting impact on our business and
operations, our strategy, competition, managing our growth and corporate
culture, financial performance, investments in new products or offerings, our
ability to attract drivers, consumers and other partners to our platform, our
brand and reputation and other legal and regulatory developments. In addition,
other potential risks and uncertainties that could cause actual results to
differ from the results predicted include, among others, those risks and
uncertainties included under the captions "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in our
Annual Report on Form 10-K, filed with the Securities and Exchange Commission on
March 2, 2020 and in any subsequent Form 10-Qs and Form 8-Ks filed with the
Securities and Exchange Commission. All information provided in this Form 8-K is
as of the date hereof and any forward-looking statements contained herein are
based on assumptions that we believe to be reasonable as of this date. Undue
reliance should not be placed on the forward-looking statements in this Form
8-K, which are based on information available to us on the date hereof. We
undertake no duty to update this information unless required by law.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of
1933, as amended.
Important Additional Information Filed with the SEC
Uber has filed with the SEC a registration statement on Form S-4, which includes
a prospectus of Uber. INVESTORS ARE URGED TO CAREFULLY READ THE REGISTRATION
STATEMENT AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT UBER, POSTMATES, THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors can obtain free copies of the registration statement and other
documents filed with the SEC through the website maintained by the SEC at
www.sec.gov and on Uber's website at investor.uber.com.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1 Letter to the Antitrust Division
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